Good morning. My name is Christy, and I will be your conference operator. At this time, I would like to welcome everyone to the American Tower Third Quarter 2010 Earnings Conference Call. [Operator Instructions] I will now turn today's conference over to Ms. Leah Stearns, Director of Investor Relations.

Thank you, and good morning, everyone. Thanks for joining American Tower's conference call regarding our third quarter 2010 financial results. Please note that we've posted a brief presentation to accompany this morning's call on our website at www.americantower.com. If you haven't done so already, you may want to download the presentation as we will refer to it at various times throughout our prepared remarks. The agenda for this morning's call will be as follows: I will provide a brief introduction and highlight certain key metrics from our third quarter financial results. Following this, Tom Bartlett, our Executive Vice President and Chief Financial Officer, will discuss our financial results and provide an overview of our expectation for the remainder of 2010. And finally, Jim Taiclet, our Chairman, President and Chief Executive Officer, will give closing remarks, including his current thoughts on key industry trends. After these comments, we will open up the call for your questions. [Operator Instructions] Before I begin, I would like to remind you that this call will contain forward-looking statements that involve a number of risks and uncertainties. Examples of these statements include those regarding our 2010 outlook, our stock repurchase program, our pending acquisitions and any other statements regarding matters that are not historical facts. You should be aware that certain factors may affect us in the future and could cause our actual results to differ materially from those expressed in these forward-looking statements. Such factors include the risk factors set forth in this morning's press release and those set forth in our Form 10-Q for the quarter ended June 30, 2010, and in our other fillings with the SEC. We urge you to consider these factors and remind you that we undertake no obligation to update the information contained in this call to reflect subsequent events or circumstances. And with that, I'd like to begin the call with some highlights from our third quarter results. Please turn to Slide 4 of the presentation, which provides a summary of our results compared against the prior year period. We reported total revenues of approximately $513 million, reflecting growth of over 15% from the prior year period. Tom will provide additional color on the core growth of our Rental and Management segment, which excludes the impact of foreign currency, straight-line lease accounting and a onetime gain from the prior year period. Our adjusted EBITDA for the quarter was approximately $350 million, which is, an increase of over 15% from the prior year. Additionally, our operating income for the quarter increased over 19% to approximately $213 million. Income from continuing operations, including income from noncontrolling interest, was approximately $94 million or $0.23 per basic and diluted common share. And now I would like to turn the call over to Tom, who will discuss our results in more detail.

Thanks, Leah, and good morning, everyone. I'm pleased to report that our third quarter 2010 results came in ahead of plan as we continue to execute and close out on our strategic priorities for the year. If you please turn to Slide 5, I'd like to begin with some highlights from our Rental and Management segment. Overall, we reported Rental and Management segment revenue growth of 16.1%. Core growth in Rental and Management segment revenue was 11.6% relative to the third quarter of 2009, which excludes the impact of foreign exchange, which positively impacted our reported results by 0.8%, straight-line, which positively impacted our reported results by 5.7% and a onetime gain from the third quarter of 2009, which is related to a onetime termination fee, which we received from one of our broadcast customers. Additionally and as I highlighted on our last call, three discrete items continue to impact our results during 2010. These items include the impact of broadcast analog churn, the completion of a customer take-or-pay agreement and a customer settlement, which combined, negatively impacted our reported revenue by approximately 1.7%. Excluding the impact of these items, our core growth would have been over 13%. Excluding the impact of these discrete items, core Tower revenue growth in the United States was 10.3%, of which 7.8% was generated from sites owned during the full comparable period, and 2.5% was generated from new sites acquired or constructed since the beginning of the third quarter of 2009. In addition, during the quarter, our U.S. division continue to experience a strong leasing environment with total signed new business up by approximately 18% relative to the same quarter of 2009. Furthermore, amendment activity continued to increase, accounting for approximately 45% of our signed new business in the quarter. Our solid performance in…

Thanks, Tom. Today, I'll focus my remarks on our strategic planning assumptions that will serve as the foundation for our 2011 guidance, which we'll lay out for you on our next quarterly call. Our future plans and expectations are predicated on three major assumption sets: First, that advanced data deployments in the U.S. will drive demand for infrastructure, that level's commensurate with what we have experienced over the past number of years; second, that key international markets are also poised for advancements in wireless communications that will also generate demand for additional infrastructure; and third, that American Tower will effectively apply our operational expertise and financial strength, both domestically and internationally for the continued benefit of our shareholders. So let's start with the phenomenon of wireless data in the U.S. market from where American Tower derived 80% of its Tower revenue in the third quarter. We hold three basic hypotheses about the U.S. mobile data phenomenon: First, that consumers want this product, and just as in the previous decades, nearly every one at the U.S. subscribed to wireless voice service; and that over the course of the current decade, we believe that nearly everyone will subscribe to high-speed mobile data service too. As a result of this adoption curve that we expect, increasing data usage for subscriber and higher transmission speeds, we anticipate that mobile data consumption will double every year for at least the next four years. Our second hypothesis is around the U.S. wireless data phenomenon that the leading U.S. wireless carriers are fully committed to launching robust 3G and 4G data services, and that these companies are growing both revenue and operating profit as a result. Thereby, that will further justify ongoing investment by them. For example, AT&T just announced wireless service revenue growth in the third…

[Operator Instructions] Your first question comes from the line of Gray Powell of Wells Fargo Securities.

So what kind of multiples are you paying for assets in Latin America? And then, with the potential of 3G build in Mexico, what kind of impacts on growth do you think that could have in 2011?

With regards to some of the multiples, I think it's probably a better sense to take at look at some of the IRRs that we're focusing on down in the region. We continue to look at kind of build-to-suit IRRs collectively consolidated in the mid-teen range. We look at acquisitions in the kind of the low teens, kind of the 12% to 13% range. Where we do invest offshore, we are risk-adjusting those returns for country risk, if you will, in those particular markets. So in many of the international markets, we're looking for returns significantly higher, if you will, than our consolidated ones. Hopefully that helps.

And on the Mexico growth question, Gray, it's Jim here, as you know, the auctions were completed. They're still under challenged legally in Mexico. And so, as we've said all along, we do expect there to be some growth opportunity for us in Mexico as a result of that but in 2011 and then beyond. We do think it will be helpful, but these auctions do have to get formally cleared before investments are going to be made.

And then, is it safe to assume that growth in Mexico is kind of low single digit this year?

The way we tended to describe our international market growth is compared to our core U.S. business, and we've said -- and that remains true for this quarter. Mexico growth has been below kind of the standard U.S. level. And if the auctions get approved, we think it will grow above the standard U.S. level next year and beyond that.

I think you mentioned that tenant augmentations were 45% of demand this quarter. Just where do you see that going in 2011?

Probably pretty consistent, Gray, going forward. And given the level of activity and the build that we see with 4G, a lot of amendment activity, that will continue to change as there's new fill-in needed, new splitting going on in the industry. So I think we'll see that going through a couple of different cycles. But my sense is that particularly, in the United States, we'll probably see consistent run rates.

Your next question comes from the line of Jason Armstrong of Goldman Sachs.

It's Jonathan Hong on for Jason Armstrong. I just wanted to cover two topics, the first one being Clearwire. Last night, they announced some cash conservation measures. I just wanted to see what this impact would be on AMT going forward and how we should think about this. And then also, just on REIT conversion. Recently, there was some bonus depreciation legislation passed and how that impacts are NOL utilization and how you're thinking about timing around REIT conversion.

With regards to Clearwire, it's obviously very difficult to get a sense in terms of the impacts for what they're going to do for deployment in 2011. From us, they're a very significant customer, don't get me wrong. But relative to our overall volume, our overall book, they're not that big. I mean, particularly now, when you take a look a lot of the international investments we've done, international expansion, that gives us additional places from which to grow. So we don't think it will impact our growth rates in 2011. With regards to the REIT and the bonus depreciation, that is an opportunity for us. I mean, we've been able to take advantage of bonus depreciation in prior years. Given our level of capital deployment, we're looking for additional depreciation probably, bonus depreciation in the area of $30 million to $40 million to kind of $50 million, if you will, of additional depreciation. So it doesn't really change significantly our overall NOL profile.

Your next question comes from the line of Ric Prentiss of Raymond James. Richard Prentiss - Raymond James & Associates: Wanted to talk a little bit about Africa. Obviously, interesting region. Pretty growth area down there. Millicom had their analyst day a while back showing off that region. Can you tell us a little bit about South Africa towers that you're buying? It's kind of a more European contract I guess than African country. What's the tenants per tower you're getting there? And of the purchase price, is that just for the 1,400 Towers? In other words, who would pay for the 1,800 Towers that are planned to be built?

Greg, it's Jim. I'll start off and Tom can add some details if we need to go there. Africa, you start at the highest level. It's a region that looks a lot like South America in a way, and Brazil as our anchor store in South America as to South Africa being that anchor store in Africa. The transaction that we've done gives us the launch platform to pursue a similar strategy. And then, we'll incrementally move forward or not as the opportunities present themselves. But to the specific transaction, the number you see in the press release is all inclusive of the expected 3,200 towers over a two- to three-year period of time. You could do some proportional math and figure out what the first 1,400 would be costing us, and that will be a ticket that will probably be paying in the early first quarter when these close. Richard Prentiss - Raymond James & Associates: And as far as how many tenants per tower, just trying to think of how the model works in Africa. How was co-location been embraced down there so far in South Africa?

I don't think, Ric, at this point, we're going to give the tenancy. In terms of some of the maturity and some of the growth profile existing tenancies, I look at it kind of like Mexico. And I look at some of the margins in Mexico, some of the lease rates in Mexico, and to me, it has a lot of the similarities and feel of that particular marketplace. So perhaps, that helps. Richard Prentiss - Raymond James & Associates: Yes, it does. And then, in India and other places you've had the pass-throughs, I'm thinking of any pass-throughs in the African, South African market.

Yes. There's few. So there is some pass-through in that particular marketplace. Richard Prentiss - Raymond James & Associates: And then, on the lease modification, just want to be clear. Within the third quarter, should we assume -- I think I heard, was it 20-something million that was really the additional straight-line impact within the quarter versus what we might have been thinking of last quarter?

That's right.

Your next question comes from the line of Simon Flannery of Morgan Stanley.

Tom, I think in the past, we've talked about the REIT timing, one of the potential opportunities was the May 11 shareholder meeting to potentially vote on this before perhaps converting in 2012 or even '13. I wanted to know if that was still something that you are focused on and where you see the NOLs expiring at this point.

I mean, the May time period would make sense, Simon, candidly, from bringing it forward just because it's a time when we are all together looking at the proxy. So we are looking at that particular time period as potentially a time to bring this one up for a vote. But there are a lot of things that still need to happen between now and then, including completing all of the homework that we've been doing and continuing through the process that we're going through on the PLR process and evaluating the pre-election accumulated earnings and profits, and looking at operational readiness. But yes, that seems to be an appropriate time. But all those things have happened between then. With regards to the NOLs, the NOLs in terms of utilization is clearly, one of the elements that we would look at that would drive the timing of it. The NOLs can be used even as a REIT. So it's not that we would actually lose those NOLs if in fact, we are REIT. But we need to kind of bake that into the overall timing. And again, assuming all of the homework gets done and the Is are dotted, we're still looking in that 2012 kind of time frame.

Your next question comes from the line of Jonathan Atkin of RBC Capital Markets.

First, can you talk a little bit about the expense and head count impacts of going into South Africa and some of the continued expansion in Latin America and Asia, particularly given the big tower acquisition that you're planning before year end in Latin America?

Sure, Jon. It's Jim. If we break this up into South America, Brazil first, we've got sort of fully staffed team. If we add any sites in that market, that team, with all the incremental head count and SG&A expense, would be able to manage that. We placed our management teams in the other three South American countries this year, so there'd be some growth to those costs, but that growth would be far overshadowed by the revenue growth that those countries will bring because we're going to be leasing the Towers, and we're also going to be adding new assets as we go. Turning to South Africa, it's brand new. You'll hear more about the SG&A cost and other costs in Africa based on 2011 guidance when we do that in a few months. We're going to pick up probably 50 to 60 employees early on as we get these Towers ready to market and purchased. But then we'll have more clarity to the final numbers early next year.

And then on the lease extension renegotiation, is there a cap on the number of sites or the number of RAD centers that the carrier can modify or can it basically put additional equipment at every existing RAD centers that it currently occupies?

Theoretically, they could put it at every existing RAD center as soon as they're ready. But there are operational constraints to that. There's purchasing equipment, there's installing and there's scheduling construction crews. We want to get closer to this particular customer as we do with many others. And to have them relying on our sites for all technologies, including the newest, we like being the first provider of the infrastructure for those new technologies, and this brings us closer together. So don't be up pacing to it, it'll take some time to get the targeted sites covered. But we want to open up our portfolio to this customer of ours on a basis where the time to get their signal on air is as fast as it can possibly be. Speed to market has always been our operational execution mantra, and it's been the thing that we've invested in our Six Sigma program for is to get cycle times down, speed to market for the customer up. And this actually really complements that nicely.

And is there a services element to the new MLA where installation costs are somehow bundled in or there's a commitment here on the part of the customer?

Not necessarily. There are certain select services we do like structural engineering, et cetera, which will flow through. But this is really about speed to market, increasing our new run rate of additional business over the historical run rates at the same time and lengthening the total contract relationship with the customer out to 10 years again, and that's really the primary drivers of this.

And if I read correctly there's not as much of a prepayment component to this agreement as there was with Crown Castle. Is that correct?

We're not familiar at all with the contract specifics of any of our competitors' arrangements with customers. But what I can say about our particular arrangement is that we have an annually-used right to provide this speed-to-market advantage to our customers again that we think exceeds the historical rate of what they'd be doing with us in terms of new business, and what we would have modeled without this project, this program coming together. So that's how ours is structured, and it'll give us really nice cash growth over the next number of years.

Your next question comes from the line of Brett Feldman of Deutsche Bank.

Just a follow-up on the same topic, and make sure I understand the agreement on the lease extension and modification. Basically, this customer is sort of paying you a fixed rate now for those RAD centers, and that gives them the ability to I guess fill the center, and there's seemingly an escalator built in. That's kind of the idea here, right?

There's the fundamental escalator that exists within the agreement, which is unchanged. And then, each year, we will get an additional right-to-use fee, and for that, they will be able to put their equipment on their existing RAD centers.

It seems like this is becoming a bit of a theme, and that crowded something that's conceptually around the same idea. Are you thinking about extending this to sort of all your customers and maybe just reshaping the way your lease agreements are structured and the pacing of cash flows?

Brett, it's Jim. The answer to that is not necessarily. Every customer relationship is specific, different, has its own attributes. And this particular arrangement, we felt was exactly right for this particular customer, and that may or may not translate over some period of time to others that fit that model or don't fit that model. So this is specific to the customer we're talking about. It's a way we think we can drive a lot of value. And in fact, part of the reason we can is because of the scale of our company. With over 20,000 sites in the U.S., we have a top-shelf relationship with these big customers, and we can tailor with them to their budgeting rollout and other needs a specific program that suits all those needs.

And then just to sort of follow up on the Clearwire question before, everyone read in the news sort of doing their scenario analysis. I mean, I realize that as an aggregate customer, they're not significant. But is there anyway you can put some level of quantification around what your exposure to Clearwire is, even if it's like less than x percent of our business is from Clearwire?

It's less than 3%.

Your next question comes from the line of James Ratcliffe of Barclays Capital.

You'd mentioned previously that as part of the Verizon 4G buildout, that some of the amendments were zero revenue and as a result, the actual revenue for amendments was actually revenue with higher incremental. When do you think you are sort of moved through that function and start to see most of the amendments, they're actually having the normal run? And secondly, just any thoughts on impact of the elections on the business either indirectly by the STC or directly potentially impact structure.

Yes, sure, James. We have about 20% of Verizon Wireless's network on our towers. That's many, many thousands of RAD centers. Each one has a configuration that may differ from others, and there's no just sort of point in time where the zero amendments will disappear. However, as we've talked about, the average with Verizon is in the $300 range. So whether it's a wider belt curve or a narrower belt curve around that, we don't think the average is going to be all that much different going forward. As far as the election goes, it doesn't, we think, really impact our business. We have two priorities in Washington which we hope will continue to make progress. One is to get co-location by right as we call it, meaning that have those zoning barriers to co-locations or augmentations on existing towers. That's something I think all tower companies can agree on and all carriers can agree on as a good thing. And then second initiative, which again we're hopeful that we'll come to fruition, is that the public safety network, the spectrum and the leadership that needs to come around the for it to get deployed. And I think the election doesn't necessarily adversely affect either of those, and hopefully it possibly won't affect some.

Your next question comes from the line of Michael Rollins of Citi Investment Research.

You mentioned that you thought the leasing environment for 2011 I think would be at least as good as it was in 2010. Can you give us a little bit more color by geography? So if you look at U.S. maybe versus rest of world, how you would look at the co-location environment. And specifically, how funding for -- I know you talked about 4G in terms of overall exposure, but does the 4G funding situation for some of the emerging companies have a meaningful impact in the way you look at leasing activity for 2011?

Mike, it's Jim here. We'll start with the U.S., and some of the robust sources of next year's new business that we're anticipating -- and again, we'll come up with the actual guidance for you on the our next call. But AT&T is moving strong ahead with both 3G bolstering that network, which is again, 3G is the primary network for all the carriers today that the high-speed data that we're all using and experiencing is coming from. So that 3G network we think will remain an investment priority for AT&T and others. And they're going to start their initial LTE deployments too. There'll be some cell splitting we think by that company as it adds more and more heavy-use devices well. Verizon and other national carrier, again, has to keep developing. We think it's 3G network into next year. They're all further advanced on the schedule of their LTE deployment and have a robust plan publicly stated for next year as well. So the two largest national carriers in terms of subscribers we think are going to do as well for us next year as they've done for us this year. And then T-Mobile, I think, will also be a major participant next year, probably, hopefully, more so than this. And Sprint Nextel, same situation as they kind of move into high-speed data projects as well. When it comes to Clearwire, LightSquared and others, as I said in my prepared remarks, that spectrum that they control is highly valuable. And if it comes online a quarter plus or minus, or it's public or its private investors that help get it out there, or it's a JV or a wholesale agreement, it's going to happen and it's going to benefit the tower industry. So again, through the course of 2011,…

And just two follow-ups. One is you mentioned that the core U.S. growth rate was 7.8%. But some of that incremental broadcast churn I think that's embedded in that 7.8% is in the U.S. So what would that number be if it was more normalized for a more normal year of churn? And then the other follow-up, forgive me if you said this, if you look at all of the acquisitions that you've announced pending, done, as you look at whatever that be period is when everything is closed in 2011, what percent of revenue will international now roughly represent?

I mean, in terms of the normalize growth rate, Mike, I think the 7.8% is the normalized rate that you should be thinking about. I think if you take a look then at our overall kind of core growth on a consolidated basis, that's where we're looking up in the kind of the 12%, kind of 13% kind of rates. With regards to international, this year, this particular quarter, we're up in 35%, 40% kind of growth rates, in internationally core growth in the 25%, 27% range. So I would expect, with the kind of development, deployment that we're doing in those particular markets, we should continue to see some very, very nice healthy growth going forward.

And we'll give you the percentages, Michael, specifically when we give the guidance early next year.

Your final question comes from the line of David Barden from Bank of America.

Two if I could, just following up on a couple of big themes this quarter. I guess first, Tom, kind of looking at last quarter's 2010 outlook revenue bridge and this quarter's updated 2010 outlook revenue bridge, we lowered the high end of the new business revenue opportunity, but we've added presumably incremental revenue opportunity from this mystery customer and the new contract there. I was wondering if you can kind of square that. Should we be expecting it to be an incremental contributor as soon as the fourth quarter? And if so, what opportunities went away relative to what could have been there? And then the second question is on the REIT conversion topic. Obviously, it's important to I think a lot of investors. It seems like you guys have been moving towards it, and people, each step of the way, are concerned that whether it's a tax law change or some other thing that it's going to get pushed out and deferred and kicked down the road. Could you kind of walk us through what are the actual things that would change between here and say, your course and speed running out of NOLs in 2012, that would really impact your thought process about the timetable for REIT conversion?

Yes, firstly, just on the kind of the new business, we did increase the update for new sites, as well as for escalations, and lower for cancellations. I think on the new business, we just kind of honed it in a little bit. We have more clearly visibility in terms of looking at the fourth quarter given that now we're at the end of the third quarter, and halfway even through the fourth quarter. So we just kind of honed in and tightened, if you will, the range on new business. No, don't take from that any indication in terms of how we're looking at new business or growth from the year. We still think it's a terrific year. We had commenced revenue in the third quarter of over 40% greater and signed up 15% to 20% greater. So we're very optimistic in terms of 2010 and how we're going to finish strong for 2010 and what that means for 2011. With regards to the REIT, given the size of our business, there are very few tax law changes that are going to significantly impact how we're thinking about the overall timing of it. It can change a little bit on the edges, if you will, kind of the bonus depreciation, those types of things. But that's not going to change really significantly at all in terms of the timing. It's really a function of us being ready. It's a function of us getting all the approvals that we need. It's a function of us getting through all the evaluation that we have to do in terms of looking at our portfolio of products and services and how we're going to structure that and how we'll get comfort from that relative to discussions that we're having with the IRS. So I don't see any tax law changes candidly on the horizon that's going to significantly impact the way we're thinking about it, the timing. And again, I'm still looking in that 2012 time frame.

Quick follow-up on that, Tom. Just anything about the timing, the pace and the magnitude of your international or domestic build or M&A program that could have a real big impact on that?

No.

And we have reached the allotted time for questions. Are there any closing remarks?

Sure. It's Jim Taiclet. Thanks again for everybody that joined our call. Hopefully, we laid out our strategy clearly, to you. Extremely pleased with the results that this organization put together in the third quarter, and we'll be going hard at it for Q4, and we're looking going forward to speaking to everyone early in 2011 about guidance.

This concludes today's conference call. You may now disconnect.